UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
NextHealth, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
65333G105
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(CUSIP Number)
John F. Hartigan, Esq.
Morgan, Lewis & Bockius
801 South Grand Avenue
Los Angeles, California 90017
(213) 612-2500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 10, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
806057.3
<PAGE>
CUSIP No. 65333G105 SCHEDULE 13D Page 2 of 6 Pages
(Amendment No. 2)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Real Estate Investment Fund II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
5,777,075
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,777,075
PERSON WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,777,075
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.98%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
806057.3
<PAGE>
CUSIP No. 65333G105 SCHEDULE 13D Page 3 of 6 Pages
(Amendment No. 2)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Real Estate Advisors II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
5,777,075
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,777,075
PERSON WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,777,075
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.98%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
806057.3
<PAGE>
CUSIP No. 65333G105 SCHEDULE 13D Page 4 of 6 Pages
(Amendment No. 2)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AP NH LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 SOLE VOTING POWER
5,677,075
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,677,075
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,677,075
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.25%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
806057.3
<PAGE>
CUSIP No. 65333G105 SCHEDULE 13D Page 5 of 6 Pages
(Amendment No. 2)
Item 4. Purpose of Transaction.
This Statement is being amended to disclose that the Reporting
Persons have purchased (i) 530,075 shares of common stock, par value $.01 per
share of the Issuer (the "Common Stock") from William T. O'Donnell, President
and Chief Executive Officer of the Issuer, for an aggregate of $859,682.50 upon
the terms and subject to the conditions set forth in the Stock Purchase
Agreement by and among AP NH LLC and William T. O'Donnell, dated February 10,
1999 (the "Stock Purchase Agreement") and (ii) an aggregate of 40,500 shares of
Common Stock in open market transactions on January 22, 25, 26 and 27, 1999.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of shares of Common Stock reported
beneficially owned by each Reporting Person is based upon 8,554,938 shares of
Common Stock outstanding as reported in the Issuer's financial statements for
the fiscal year ended December 31, 1998. As of the close of business on February
17, 1999, each Reporting Person beneficially owned 46,065 shares of Convertible
Preferred Stock, Series A, par value $.01 per share (the "Series A Preferred
Stock" or the "Preferred Stock"), which may be immediately converted into
4,606,500 shares of Common Stock, a Warrant (the "Warrant") to purchase up to
500,000 shares of Common Stock and 570,575 shares of Common Stock, which
constitutes approximately 41.25% of the outstanding Common Stock (calculated in
accordance with SEC Rule 13d-3). Of that amount, AP NH directly owns 570,575
shares of Common Stock, 46,065 shares of Series A Preferred Stock and the
Warrant, and AREIF II and AREA II indirectly own the shares beneficially owned
by AP NH. In addition, AREIF II beneficially and directly owns a warrant
(acquired in October 1996) to purchase up to 100,000 shares of Common Stock, and
AREA II indirectly owns the shares beneficially owned by AREIF II.
(b) Each Reporting Person has the sole power to vote and dispose of
the shares of Common Stock beneficially owned by it.
(c), (d) and (e). Not Applicable.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
806057.3
<PAGE>
CUSIP No. 65333G105 SCHEDULE 13D Page 6 of 6 Pages
(Amendment No. 2)
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct and agrees that this statement may be
filed jointly with the other undersigned party.
Dated: February 17, 1999
APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
By: Apollo Real Estate Advisors II, L.P.,
General Partner
By: Apollo Real Estate Capital Advisors II, Inc.,
its General Partner
By: /s/ Michael D. Weiner
----------------------------------------
Name: Michael D. Weiner
Title: Vice President
APOLLO REAL ESTATE ADVISORS II, L.P.
By: Apollo Real Estate Capital Advisors II, Inc.,
General Partner
By: /s/ Michael D. Weiner
---------------------------------------------
Name: Michael D. Weiner
Title: Vice President
AP NH LLC
By: AP GP NH LLC,
its Managing Member
By: KRONUS PROPERTY, INC., its Managing Member
By: /s/ Michael D. Weiner
----------------------------------------
Name: Michael D. Weiner
Title: Vice President
* SEE INSTRUCTIONS BEFORE FILLING OUT!
806057.3
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